Bioceres Group PLC Amends Moolec Science SA Filing

TL;DR

Bioceres Group PLC filed an amendment for Moolec Science SA shares on 4/10/24. No major changes reported.

AI Summary

Bioceres Group PLC, through Gloria Montaron Estrada, filed an amendment (No. 1) to its Schedule 13D on April 10, 2024, concerning Moolec Science SA. The filing relates to ordinary shares of Moolec Science SA, with a nominal value of US$0.01 per share. The filing does not specify any changes in beneficial ownership or new transactions.

Why It Matters

This amendment indicates ongoing reporting requirements for significant shareholders of Moolec Science SA, providing transparency to the market about ownership stakes.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous filing and does not report new significant transactions or changes in beneficial ownership, suggesting no immediate new risks.

Key Players & Entities

• Bioceres Group PLC (company) — Filing entity
• Moolec Science SA (company) — Subject company
• Gloria Montaron Estrada (person) — Authorized person to receive notices
• US$0.01 (dollar_amount) — Nominal value of ordinary shares

FAQ

Key Financial Figures

• $0.01 — inary shares, with a nominal value of US$0.01 per share, of Moolec Science SA (&ldquo

Filing Documents

• tm2411590d1_sc13da.htm (SC 13D/A) — 40KB
• tm2411590d1_ex99-1.htm (EX-99.1) — 141KB
• tm2411590d1_ex99-2.htm (EX-99.2) — 40KB
• 0001104659-24-045955.txt ( ) — 223KB

of the Schedule 13D is hereby further amended

Item 2 of the Schedule 13D is hereby further amended as follows: (a) This statement is filed by: i) Bioceres PLC, which is the holder of record of 600,828 Shares (corresponding to approximately 1.6% of the Issuer’s outstanding capital stock) and through its subsidiary Theo, holds an additional 11,852,695 Shares (corresponding to approximately 31.6% of the Issuer’s outstanding capital stock); ii) THEO I SCSp, which is the holder of record of 11,852,695 Shares (corresponding to approximately 31.6% of the Issuer’s outstanding capital stock).

Interest

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended

Item 5 of the Schedule 13D is hereby amended and replaced as follows: In the aggregate, the Reporting Persons beneficially own 12,453,523 Shares, representing 33.2% of the total amount of 37,563,768 Shares outstanding, as reported in the Issuer 20-F.

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Schedule 13D is hereby further

Item 6 of the Schedule 13D is hereby further amended by adding the following: Amended Operating Agreement Pursuant to the Amended Operating Agreement, Theo, agreed, among other things, that in the event of closing of a business combination involving the Issuer, BG Farming would transfer to its members its Shares, in accordance with each member’s ownership of BG Farming. Accordingly, BG Farming transferred 11,656,000 Shares to Theo. The foregoing description of the Amended Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Operating Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Loan Agreement On December 30, 2022, Bioceres S.A., as lender, and Theo, as borrower, entered into a loan agreement (the “ Loan Agreement ”). The Loan Agreement allows for settlement in-kind, with full or partial conversion of amounts due into Shares. Bioceres S.A. elected to receive payment in-kind for amounts due by Theo under the Loan Agreement. Accordingly, on March 23, 2023, Bioceres S.A. elected to convert the amounts due under the Loan Agreement into 600,828 Shares, which were transferred to Bioceres PLC. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Material

Item 7. Material to Be Filed as Exhibits. Exhibit Description 99.1 Amended and Restated Operating Agreement of BG Farming, dated March 7, 2022, by and among BG Farming Technologies Ltd, THEO I SCSp and The Biotech Company LLC. 99.2 Loan Agreement, dated December 30, 2022, by and between Bioceres Group LLC and THEO I SCSp. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 10, 2024 THEO I SCSP By: /s/ Gloria Montaron Estrada Gloria Montaron Estrada Attorney-in-Fact BIOCERES GROUP PLC By: /s/ Gloria Montaron Estrada Gloria Montaron Estrada Attorney-in-Fact

View Full Filing

View this SC 13D/A filing on SEC EDGAR